Veritas Capital to buy Cambium for $14.50 per share


Veritas Capital has agreed to acquire Cambium Learning Group from Veronis Suhler Stevenson for $14.50 per share. The deal is expected to close in the fourth quarter of 2018 or the first quarter of 2019. Macquarie Capital was financial adviser to Cambium on the deal with Lowenstein Sandler LLP providing legal advice. And, Schulte Roth & Zabel LLP served as legal counsel to Veritas Capital. Cambium is a provider of educational technology solutions.

PRESS RELEASE

DALLAS, Oct. 15, 2018 (GLOBE NEWSWIRE) — Cambium Learning® Group, Inc. (Nasdaq: ABCD, the “Company”), a leading educational technology solutions company committed to helping all students reach their full potential, announced today that it has entered into a definitive merger agreement with certain affiliates of Veritas Capital, a leading private equity investment firm, for the acquisition of the Company.

Pursuant to the terms of the merger agreement, the holders of common stock of the Company currently outstanding are entitled to receive $14.50 in cash per share at the closing. The transaction was unanimously approved by the board of directors of the Company. Following the execution of the merger agreement, the stockholder representing a majority of the issued and outstanding common stock delivered a written consent approving and adopting the merger agreement and the transaction.

The Company’s outstanding credit facility will be repaid at closing. Subject to customary closing conditions and regulatory approvals, the Company expects the transaction to close in the fourth quarter of 2018 or the first quarter of 2019.

Immediately prior to the closing, the Company will close its previously announced acquisition of VKIDZ Holdings Inc. (“VKidz”), an award winning Florida-based edtech company dedicated to helping deliver the best education to students using digital solutions. The holders of outstanding shares of VKidz are entitled to receive $11.50 in cash for each share of Company common stock to be issued to such holders in connection with the Company’s acquisition of VKidz.

John Campbell, Chief Executive Officer of the Company commented, “We are gratified to have such a positive outcome to the review of strategic alternatives the Board kicked off in May. I am proud of the transformation we have accomplished at Cambium Learning Group as we continue to improve our product suite in terms of technology, efficacy, and engagement. We look forward to helping even more students with the addition of VKidz and working with Veritas Capital on the next chapter of our long-term growth story. These remain exciting times for Cambium Learning Group.”

“Education is a key focus area for Veritas given its importance to the nation, and we are excited to partner with Cambium and its management team to advance the Company’s leadership in preK-12 digital education,” said Ramzi Musallam, Chief Executive Officer and Managing Partner of Veritas Capital. “We look forward to supporting Cambium’s continued growth and investment in the development of new, innovative products, technology and services to help improve outcomes for students, parents, educators and school districts.”

“It has been our pleasure to work with John and the world-class team at Cambium Learning Group,” said David Bainbridge, Managing Director of Veronis Suhler Stevenson (“VSS”), an affiliate of the majority stockholder of the Company. “Since our investment, we have partnered with management to invest in new technology, execute strategic acquisitions, and implement initiatives to accelerate the Company’s growth, and are proud of the progress the Company has made transitioning to a digital subscription business. We thank the Company’s leadership and employees for their tremendous efforts and collaboration over the years and wish them well in their next phase of growth.”

Macquarie Capital acted as the Company’s financial advisor and Lowenstein Sandler LLP acted as the Company’s legal counsel in connection with the transactions.
Schulte Roth & Zabel LLP acted as Veritas Capital’s legal counsel in connection with the transactions.

About Cambium Learning Group
Cambium Learning® Group, Inc. (Nasdaq: ABCD) is an award-winning educational technology solutions leader dedicated to helping all students reach their potential through individualized and differentiated instruction. Using a research-based, personalized approach, Cambium Learning Group, Inc. delivers SaaS resources and instructional products that engage students and support teachers in fun, positive, safe and scalable environments. These solutions are provided through Learning A-Z® (online differentiated instruction for elementary school reading, writing and science), ExploreLearning® (online interactive math and science simulations and a math fact fluency solution) and Voyager Sopris Learning® (blended solutions that accelerate struggling learners to achieve in literacy and math and professional development for teachers). We believe that every student has unlimited potential, that teachers matter, and that data, instruction, and practice are the keys to success in the classroom and beyond. Come learn with us at www.cambiumlearning.com.

About VSS
Veronis Suhler Stevenson (www.vss.com) is a private investment firm that invests in the information, education, healthcare, and tech-enabled business services industries. VSS provides capital for growth financings, recapitalizations, strategic acquisitions and buyouts to lower middle market companies and management teams with the goal of building companies organically as well as through a focused add-on acquisition program. VSS makes privately-negotiated investments across the capital structure and invests in situations requiring control or non-control equity, mezzanine securities and structured equity securities.

About Veritas Capital
Veritas Capital is a leading private equity firm that invests in companies that provide critical products and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide, including those operating in the aerospace & defense, healthcare, technology, national security, communications, energy, government services and education industries. Veritas seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means. For more information on Veritas Capital and its current and past investments, visit www.veritascapital.com.

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